Shades of Grey
by MalachiteDragon1
Summary: Venom, SpiderMan's most hated rival, makes everything worse for the webslinger, as it spawns another demon, yet, this one is different from it's brother, it only wants to learn. What can be done with such as the creature, Retribution?
1. Prologue

_Much credit to FlashRyan, who helped me come up with the characters and the idea for this story. Make sure you read some of his stories, too!_

Prologue:

Bittersweet Consciousness

_Awake…_

_Do I…live...?_

_Or is this a dream...?_

_A dream within a dream within a dream…_

_I feel myself changing…_

_Forced into being by…_

_A name…_

_What is the name of the being who summons me...?_

_Venom...?_

_No…_

_That is not…his…? _

_No, they, symbiote and host…not their true name…_

_Brock..._

_But he is not in control..._

_Wait..._

_Another presence..._

_Malicious..._

_Evil..._

_"Carnage!" _

_My parent screams at the intruder..._

_So that is the name of the other...wait..._

_Carnage isn't alone..._

_I sense...another with him..._

_My parent, Venom, backs away from the pair, weakened from my birth..._

_I am helpless, only able to sense..._

_Child of Carnage..._

_Cousin..._

_My parent and his pursuers vanish from my senses..._

_I am..._

_Alone..._

_Nameless..._

_And lost..._


	2. Chapter 1: Enemy Of My Enemy

_Major credit goes to FlashRyan for helping me with the characters and giving me the idea for this story. Spiderman, Venom, and Carnage are all trademarks of Marvel Comics. Retribution(The white one, you poor clueless bastards), is mine and Virus/Contagion are Ryan's. Character development credit for Virus goes to Joey-san! Tons of credit to my girlfriend for keeping me from slacking off! 3_

Chapter One:

Enemy of My Enemy

Spiderman slides onto a rooftop near the Dailey Bugle, looking around a moment before standing. The place looked thoroughly trashed- One of the reinforced-cement walls was bashed in, and claw-marks coated every other inch of wall and floor. Carnage and Venom must have been through here, he surmises- but from the looks of things, it had been a one sided battle. He kneels down near the wall, tilting his head as he examines it. No doubt Fuzzhead would try to find a way to pin it on him.

"If I didn't know better, I'd say Carnage had a friend..." He thinks aloud, running a finger along a jagged edge. It looked very, very recent- at the latest, midnight the night before, a few hours ago. He turns to continue his investigations, when his left foot slides into something...slimy...with a vile-sounding _squish_.

"Sonuva-! Great...It never fails. Every time I get my boots washed, I step in something...Mary-Jane is going to go abso-freakin'-lutely berserk, she already had to clean Lizard drool off of it yesterday..." Spiderman balances on one foot for a few seconds, his leg flailing a bit as he attempts to shake off whatever it was he had stepped in. It refuses to let go, clinging grimly to his foot. He sets his foot down again with another _squelch_ and a sigh. Mary-Jane was going to have his ass.

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_**Who...?**_

_**I am disturbed...**_

_**My rest disrupted...**_

_**Sunlight...**_

_**Foot fungus...**_

_**...Wha?**_

**My body writhes as the intruder steps on me, instinctively wrapping tightly to whatever it is that is pressing down to me, sliding out from under it to curl my body around it. I cling for dear life as I feel myself lifted and shaken in an attempt to dislodge me. Whatever it is that has stepped on me apparently gives up after a few minutes of doing so, setting its leg back down and continuing to investigate the premises of my birth. I am still weak- I cannot see and cannot speak; I cannot do anything without... A host. Yes, I need a host. Something, some instinct deep in my mind, tells me to take this one, to break him and bend him to my will and devour him- but I refuse. There is something about him, the opposite of Carnage's air of maliciousness, something I do not understand. My movements pause as my energy runs low, deciding instead to remain where I am, wrapped around an ankle, as I would later learn, letting fate decide my course. I had no idea where fate would guide me, however- or the pain that it would bring. My consciousness leaves me as quickly as it had come, too tired to remain awake. I give in, falling asleep, waiting for the journey to end.**

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Spiderman sits down on a water-tower nearby, sliding his boot off of his leg and investigating exactly what in the name of Lizard's Sanity he had stepped in. He blinks behind his mask, leaning his head closer for a better look- it bore a close resemblance to a slime that had long ago taken over his costume and tried to take over his mind before he had driven it away by use of a church bell. Of course, now that same slime had taken over Brock and was currently trying to kill him wherever it found him. There were several key differences- the slime here was a pure white, with many black veins running through it. It also had two small projections along the back that could be called wings, and would most likely become so upon absorption of a host. Spiderman almost drops his boot, and this strange specimen of a Symbiote, as he remembers- they needed hosts! He quickly calms down, however- this one seems to bear him no ill will. Strange, considering how much it resembled a certain black Symbiote with a large spider/scorpion on its chest. He slides his boot back on, shrugging off the thought. He would take it back to Doc Connors to have it analyzed- he would have to be careful not to give it a host, however. He'd been attacked by seemingly-innocuous booger monsters before, and he'd rather not have it happen again. He stands, stretching again. There was still a few hours of light remaining- time enough to go disrupt a certain Lizard's beauty sleep.

When Spiderman arrived at Doc Connors laboratory, he found the one-armed scientist lying almost full-length along a table, worn out from a hard nights experimenting. From the looks of things, he was still trying to figure out how to control his inner Lizard. Spiderman sincerely hoped he succeeded- he'd been on the wrong end of the big scaled one's claws more then once. He hated having to wake up the Doctor, but he had no choice- if this thing really were a new Symbiote, then he needed to know how to deal with it while it was still weak. A gloved hand reaches out, jostling the snoring Connors' shoulder. "Doc? You there?"

"Smurffle gmergh...5 more minutes, Mother..."

Spiderman rolls his eyes and jostles the doctor again, insistently. Eventually he manages to awaken the drowsing Connors, who was understandably a little confused. So was Spiderman. "You suck your thumb?"

"Spiderman? Its 4 in the morning!"

"Crime doesn't sleep, Doc. I need you to do me a favor."

"Uh...sure. Let me get me get a 3-gallon bucket of coffee first- Knowing you, this is going to keep me up until New Years."

"Who, me?" Spiderman tries to look innocent through the mask, without much success. Connors just rolls his eyes and slides off the table, mumbling and complaining all the way to the bathroom, and then to the kitchen. While the doctor was going about his morning rounds, Spiderman slides the boot off of his foot again.

'_Must remember to wear socks next time_,' He thinks to himself. He could feel his foot already getting cold from the air conditioners Doc Connors always had going in the lab, insisting that the machines operated better in the cold.

"Ever thought of taking the jet engines out of the air conditioners, Doc?" He calls into the kitchen, getting only a chuckle in return.

He didn't have to wait long before Doc Connors returned with the promised cup of coffee. It was massive, and obviously something of Connors' invention. It wouldn't have surprised him at all if he'd been told it held 10 gallons instead of just 3. He sets the boot on the table where the Doctor had been laying, as Connors shrugs on a new lab jacket. "What was it you needed?"

"I think I may have found something that'll interest you."

The doctor walks over, investigating the white...thing...wrapped around the ankle of the boot. As his head leaned close, it moved, its grip loosening slightly and a wing shifting. His head jerks back, his eyes wide.

"What the hell? It moved!"

"I think it's a new Symbiote. Like Carnage or Venom...I don't know if its one of their spawn or an entirely new one. I need tests on it, figure out what it is- This one has been on my boot for the better part of an hour, in that time Carnage or Venom would have tried to strangle me a dozen times over but this one just let me carry it. Think you can find something wrong with it?"

"Er, depends on whether or not it will let-"He was interrupted by the Symbiote again, sliding off of the boot lazily to curl up in a white puddle on the table. It sits up slightly, a formless figure about 3 inches tall sitting in a puddle of white, the faceless head nodding to the unanswered question- it would let the doctor test it. Spiderman stares. Symbiotes needed a host to make any kind of form...didn't they? Yet this one didn't heed that universal rule. This one had made its own form within the slime that was its 'body', bypassing the need for a host. Admittedly, that had drawbacks and advantages both, but for now, it simply scared the hell out of him.

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"Doc? Is it just me, or is the thing shivering?" Spiderman asks from his usual perch from the ceiling corner, watching everything Connors was doing. The Symbiote had moved willingly where the doctor had directed it, performing several different tests on it, though now its movements were beginning to become slow and sluggish, the white slime trembling slightly. As the computer hums through a series of the latest tests, the Symbiote wraps itself around one of the computer monitors. Spiderman had never known Connors to turn off his computer monitors, ever, so they were always warm to the touch in the freezing-cold room. The shaking of the Symbiote gradually lessens as the warm plastic dissipates the freezing gusts blasting from the A/C's.

"Huh? Well, I'll be damned- it is! I don't think this one is anything like Carnage or Ven-"Connors was cut off in mid sentence as the computer beeps and the printer whines, discharging its load of ink onto a page and smoothly sliding the paper into the tray. When Connors picks it up, his eyes nearly bug out of his head, turning to stare at the blob of white which was rubbing against the monitor's sides, trying to warm up.

"This can't be right- Symbiote and human DNA? Either this thing is an abomination, or it's evolved beyond the need for a-"

Connors never got to finish that sentence either, the rest of it lost forever as the glass wall overlooking the city shatters inward, raining shards of glass onto the computers and the two men. An all-too-familiar red and black shape swings into the room, dislodging an arm from the ceiling which morphed from a battleaxe back into a hand.

"Hello, Spidey! Miss us much?"

"Carnage!" Spiderman clambers down from his perch on the ceiling just in time to avoid a swipe from one of Carnage's arms, this time in the form of a halberd, the pseudo-blade easily cutting through the ceiling and taking out the lights, as well as the A/C.

"Doc, go! I'll take care of this!" Spiderman calls as he launches himself forward, planting his foot in Carnage's chest, and sending both of them sailing into a computer bank, along with a shower of sparks and arcs of electricity.

"At least try to leave something in one piece this time..." Connors mutters under his breath as he runs towards the door, his lab coat trailing behind him, and the sounds of battle echoing through the building.

"Easier said then don-" Spiderman was interrupted by Carnage's hammer-shaped fist in his face, knocking him off his feet and rocketing him halfway across the room, another bank of computers halting his progress. As he passes overhead, his foot knocks over the monitor behind which the white Symbiote had took refuge. Carnage was just about to take another swipe at the temporarily stunned Spiderman, before his eyes registered the young Symbiote, his left hand forming into a double-edged broadsword as his right turns into a pincer, lifting up the white mass easily and inspecting it.

"Hello, brother! We thought we'd forgotten something." The smaller Symbiote wraps around the pincers in a futile effort to escape, the small wings fluttering as it struggles. Carnage pulls his left arm back, and swings, meaning to end what he saw as competition before it could take root. His arm could only travel half the distance necessary before Spiderman was up, raising his arms and shooting twin lines of web onto the ceiling just above Carnage's head. Carnage's arm pauses and he looks up, blinking in confusion, as Spiderman pulls down, hard, pulling the ceiling down with the web and burying Carnage under an avalanche of rubble, A/C pipe and various types of wiring. A few seconds later a white puddle fights its way out from under the boulders, sliding over to Spiderman and shaking itself clean of plaster dust. The mountain of rubble was still for a moment, and then begins to shudder, the boulder-like slabs of plaster moving slowly. Suddenly they blast apart as Carnage threw them off, letting out a maniacal cackle, as two of the larger and much more painful-looking slabs head directly for Spiderman. They were too close together and too wide to dodge or pull out of the way- they would definitely hit. Spiderman's natural reaction was to screw his eyes shut and cross his arms in front of his head, awaiting a world of extreme pain... that never came.

Spiderman risks opening his eyes, as he hears a surprised hiss from Carnage. Four clean slices of ceiling pass by on either side of him, the original two cut neatly in half by a very new being that was standing in front of him. Where a puddle of white the size of his fist had been, now stands a strange new Symbiote, roughly the same size and build as Carnage. That was where the similarities ended, however- a pair of massive wings were folded behind it, its flesh a pure snow-white without any veins like Carnage had. The wings seemed to be molded from this flesh, divided slightly into three 'fingers' at the tips, with just the barest hint of 'spines' inside of the wing helping it hold its form. Its chest was also devoid of any symbol, unlike Venom, making this one a wholly unique Symbiote. One of its most unusual features, however, was its mouth- or rather, lack of one. There was a thin vertical slit where the center of a mouth would be, with six dots, three on either side of the slit, for breathing. Behind these, the eyes were even stranger- instead of the elliptical, jagged eyes that Spiderman had often come to associate with the Symbiotes, the eyes of this new one were much different, like an upside-down triangle with rounded edges, and much larger. Its head was rounded, 3 spikes arranged from smallest to largest at the top of its head, pointing outward, and a line of similar spikes edging their way down its spine. Its arms ended in 4-fingered hands with claws, and its legs were malformed as well, rounded and slightly bent, with clawed feet instead of the normal foot that both predecessors had.

"What is this? Some kind of trickery?" Carnage demands, as the new Symbiote slid out of its combat pose, the ground thudding behind it as the slabs of plaster imbed themselves into the far wall. Its gaze never leaves Carnage, growling ferally at the older Symbiote. "Why are you snarling at us? Attack him!" Carnage points beyond the white Symbiote to Spiderman, who blinks and takes a step back. The white Symbiote's gaze slowly follows the direction of Carnage's pointing finger, turning until its eyes rested on the frightened Spiderman. In its helpless form, the white Symbiote had meant him no harm, but now might be different...

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Venom limps through the alleyway, one massive hand clutching a deep gash on his side, holding it closed as well as he could. The Symbiote flesh was slowly healing, very slowly- he always had trouble healing wounds inflicted by his damnable spawn, Carnage. Not only that, but the wretch had ganged up on him with a spawn of Carnages own! Warm blood drips fluidly to the concrete ground as Venom drags himself along, his free hand gripping the brick walls to keep himself up. The steady 'drip, drip, drip' of his blood onto the concrete was the only sound in the alleyway, masking the distant sounds of traffic. Of course, it couldn't wholly hide the sounds of pursuit, of someone following Venom- and getting closer. He needed to find a place to hide, to recover, and soon- He'd doubted he'd lost his pursuer for long, and already they had picked up the trail again. How had Carnage found him, anyway? He'd done his best to make sure he was alone during the spawning...They had interrupted it, and now the new Symbiote, wherever it was, was incomplete. He hadn't even had time to properly indoctrinate his second spawn with his intense hatred of Spiderman. All he could do was hope-

"Damn!" Venom saw the attack coming, seeing the reflection behind him in a broken mirror crudely duct-taped to the bricks of the alley wall- presumably by some hobo for shaving purposes. He ducks hurriedly, and the alleyway was suddenly filled with the tinkle of breaking glass and shattering stone as the mirror, and the brick behind it, shattered under the blow of a sickly green lance. The weapon quickly withdrew into the shadows, firing it out again almost immediately to imbed itself into the ancient wall a fraction of an inch from Venom's head as Venom trips, rolling and knocking over a trashcan.

"Tiring of the glorious chase already, uncle?" The metal of a nearby dumpster screeches as claws dug into it, the dumpster groaning as whatever it was that had attacked it climbs atop it, creaking under the weight of its new burden. The figure yanks its lance-arm out of the wall, showering the winded Venom with mortar and brick as its arm retracts, morphing into a five-clawed hand. A light above the dumpster flickers on fitfully, a sickly green Symbiote staring down at Venom as the older Symbiote finally manages to his feet. The lamp illuminates every detail of Venom's pursuer- sickly green flesh with black veins crackling across its entire body, a long forked tongue tauntingly swaying this way and that out of its mouth, a long row of spikes down its back, all swept back, and looking quite sharp in the pale light of the lamp. This Symbiote's eyes were strange as well, the front tips sharp and jagged, with an edge pointing up and down about midway before ending in a rounded half-circle, almost like an insane clown's eyes. The green figure tilts back its head and laughs, row after row of razor-sharp teeth glinting in the lamplight.

"Surely, hahaha, surely you can't possibly be tired already? We've only just begun! Show me the determination you used to hunt down our nemesis, Spiderman! Show me the resourcefulness that has prevented your capture time and time again!"

Venom growls and lashes out, slamming a fist down into the dumpster and sending rotted garbage flying in all directions as the sides of the dumpster buckle and shatter. "Shut up, you diseased little-!" The green Symbiote had vanished from his view, however. Venom soon felt something pressing hard onto his back, and before he could react he was borne across the alleyway and his face pressed into a puddle, the other Symbiote's head leaning close to one of his ears as it whispers, "Disease? No, no, no, no, dear Uncle, that's far too cliché." A claw slowly traced along the concrete floor, extending to razor sharpness as it neared Venom's throat.

"The name...is Virus."

Venom tries to turn, tries to resist, as the claw nears his throat. His nephew's reaction is far too quick, a pale green claw wrapping around Venom's throat and slamming him against the brick wall, leaving a faintly humanoid impression in the brickwork. Blood gushes and pours across the concrete like a fountain from the punctured Venom's throat, Virus' claws digging deep into the dark-blue Symbiote's flesh to deal as much damage as they possibly could. His other hand comes around, all the fingers folding down except for his middle finger in a lewd gesture towards the sky. The claw of that finger extends, sharpening to a razor point as it thins, pausing an inch from Venom's head as the larger Symbiote struggles to escape Virus' grasp, growling and lashing and biting. His struggles were in vain, however. In a blur the razor point shoots out, imbedding itself into Venom's skull and slowly dragging downward. Venom's screech of pain could be heard through half the city. Virus cackles, a high-pitched, almost hyena-sounding version of Carnage's cackle, as he watches his Uncle writhe in agony. As Virus' other claws extend to add to the pain, something heavy lands on the roof above them, the shock traveling down to the Symbiotes in the alleyway and jarring bits of cement from the edges of the roof. Virus tilts his head up, studying the rooftop above.

"Hmm...Sounds like we have company, Uncle!" He grins and looks down at the weakly struggling Venom. "Let's go find out who's so intent on interrupting our fun!" Virus' hand holding Venom's throat shapes into a larger pincer, hauling the weakened Symbiote onto his back as his other limbs change into clawed appendages. Slowly, punctuated by the thud of a limb digging into the brick, Virus makes his way up the side of the building, Venom in tow, to see just who it was that had so delightfully dropped in.

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The white Symbiote slowly turns his attention back to the confused Carnage, as if finally deciding upon something. Spiderman watches, his muscles tense, ready to jump and run away if he had to- he could barely stand a fight against one Symbiote, let alone two. He wouldn't have to- Carnage gives a hiss of mixed anger and surprise as the white Symbiote darts forward, wrapping its four-fingered claws tight around the red Symbiote's throat and neck, its wings flaring out behind it. The momentum of its charge carried both of them out of the only remaining glass window to survived Carnage's dramatic entrance. The glass shatters around them, glittering brightly in the emerging sunlight of the dawn as they soar through the air, and falling with them as gravity takes command, pulling them down. The white Symbiote folds its wings tight against itself, the air howling around them, as they barrel downward towards one of the rooftops surrounding the skyscraper.

Carnage shouts, his arms flailing at the white Symbiote, trying to loosen his hold, even as they crash into the roof of the building. The building shudders down to its foundations, dislodging generations of dirt and grime, and sending massive cracks spider-webbing across the asphalt coating of the rooftop and down one side of the brick walls. A thick cloud of asphalt dust fills the air, obscuring the combatants for a moment. Carnage struggles still, pinned beneath the younger Symbiote, whose wings again unfurl, shaking the 'fingers' clear of dust as it raises a hand. Carnage can do nothing to dodge as the Symbiote rakes its claws across Carnage's face, drawing a screech of pain from the red symbiote. Carnage's left hand changes into a bulldozer blade, shoving outward with it and pushing the white Symbiote across the roof, the claws of the Symbiote digging furrows into the asphalt layering. As the Symbiote nears the edge of the roof, its hands melt together into long, double-edged blades, slashing upwards in an X to cut the bulldozer blade into 4 parts. As the parts fly, they lose their shape, changing into small tendrils that, as they land on the asphalt and the loosened brick, flow back towards Carnage, seeking to rejoin with him. The long tendrils rapidly melt into the red-and-black Symbiote, as the figure slowly backs away from the advancing, winged Symbiote.

"What the hell are you? Answer us!" Carnage demands, his hands molding into twin battle-axes as he reaches the edge of the building. A moment later a grunt from beneath his feet answers him, a black figure being slung over the edge of the rooftop towards the white Symbiote. Startled by this, the Symbiote steps backward as the body of Venom was hurtled towards it, arms reaching upward and wings curling forward to easily catch the black Symbiote, even though Venom was easily twice its size. Virus flips upward to kneel on the brick edging next to his parent, his head tilting slightly to the side as he grins broadly. The rising sun's light reflects grimly off of his rows of teeth as he leers at his 'cousin', his long, snake-like tongue slowly running over them. "Having fun without me, Father? Oooh...and you found our missing sibling! Do tell us, please, estranged cousin- what is your name? We are so eager to know!"

The white Symbiote raises its head slowly, and then tilts to the side, as if running the question through his mind repeatedly, testing it, pondering the meaning of the words.

"_Name?...I...have a name?..."_

The words were spoken within their heads rather then from the slit that passed for its 'mouth', its unreflecting eyes focused on the pair before it. Virus blinks and shakes his head, a clawed hand coming up to hit his palm against his head a bit, looking somewhat disoriented. "What was that? Did he just?..."

Carnage says nothing in reply, just staring at the white Symbiote as if it were growing another head and growling deeply, crouching down as if about to pounce. Venom groans softly within the white Symbiote's grip, making Carnage pause- He had a hard enough time trying to deal with this new Symbiote, and now with his nemesis awakening... To make matters worse for him, out of the corner of his eye, he could see Spiderman landing on a nearby rooftop, preparing to join the battle. With a snarl, Carnage's battleaxes reform into regular arms as he crouches, and then backflips onto the rooftop behind them, laughing. "Another day, brother! Another day, Spiderman!" Virus vanishes back into the alleyway as the white Symbiote's eyes focus on the fleeing Carnage. As the insane Symbiotes leave, the white one stands slowly, leaving the still mostly-unconscious Venom on the rooftop at its feet, glancing down at him before turning to look at Spiderman. Spiderman makes his way quickly over, in time to see the Venom symbiote sliding away from Brock's body and retracting into him, leaving the unconscious bodybuilder prone beneath them. "Two new Symbiotes? This isn't good..." He mutters to himself as he turns his gaze to the white Symbiote, his eyes narrowing slightly. "What _are_ you?" He repeats Carnage's question, to which the white Symbiote again tilts its head. Turning, the claws on its feet digging slightly into the cracked, battle-damaged asphalt, the Symbiote pads to the edge of the rooftop to stare at the rising sun, before at last giving a small shrug as answer.

_"...I don't know...I have no name..."_ the Symbiote answers with its strange mind-speak, turning its head to glance at Spiderman again. "_I know nothing of who or what I am, what I was born for, why I am forced to fight. I do not want to be as my parent or cousins...A name...what about...yes, that will do..." _With this, the Symbiote turns around to face Spiderman, his wings spreading slightly, outlined against the light of the rising sun.

_"...My name... is Retribution._"

_To be continued in Chapter 2! Chapter 2 will be delayed because my hard-drive needs to be wiped, but I will get on it A.S.A.P. Constructive criticism gladly accepted- this is my very first fan-fiction of anything, and I know I suck mightily at it. Again, massive props to FlashRyan and to my girlfriend Please leave reviews!_


	3. Chapter 2: Heart Of Glass

_All Spiderman characters are copyright of Marvel Comics. Retribution is copyright Malachite Dragon, and Virus/Contagion are copyright FlashRyan._

_To everyone who waited so patiently for so long- Welcome back! Myself and FlashRyan will be alternating chapters to make sure my lazy ass gets to work; So dont worry, you'll actually live to see the end of the series! Huzzah!_

Chapter Two:

Heart of Glass

"Retribution?" Spiderman asks, frowning slightly behind his mask and tilting his head to the side as he watches the white Symbiote, the steadily rising sun outlining the newborn Symbiote in an almost angelic halo of light.

"Why that, of all names?"

_"…Because, I am not as my predecessors were. I am…different. My uncle is evil…my father serves either side will best serve his purposes. You have worked with him against my uncle in the past. I…"_ Retribution gave another small shrug, folding his wings tightly behind him and turning to face the rising sun, the celestial orb reflected slightly in the upside-down, rounded triangles that made up the Symbiote's eyes. For a time, he says nothing. Spiderman waits patiently, watching the strange figure, his eyes running along his frame, from his talon-pointed feet to his 'fingered', Lugia-style wings.

_Where in the blue hell did he come from?… Why now, of all times? Is something going to happen? And if so, what will the death toll be this time around…_The wall-crawler thinks to himself, submersing himself in depressed thought. The only real joy in his life he'd had as of late was Mary-Jane, but she'd been kidnapped, cloned, and killed so many times she was on a par with Jean Gray of the X-Men in reincarnations.

"…"

"Pardon?" Spiderman blinks out of his thoughts, shaking his head to clear them and raising his head again, realizing that Retribution had spoken. _Must come up with some sort of nickname for him…calling him Retribution all the time will get tiresome. Retty? Ret? Living Bottle of Bleach?_

_"I said- "_ Retribution's repetition was cut short- his head suddenly snapping to the side as if struck, eyes focusing on something not so distant. With only a slight motion of a four-fingered hand for the wall crawler to follow, he sets off running, diving fluidly from the edge of the roof and snapping his wings out. The Symbiote flesh catches the air currents of Manhattan and propels him upward a few inches, before he clips his wings slightly, pulling them in- he has no desire to rise into the sky, instinctively knowing what to do to go where, knowing his wings and how they work as a spider is born knowing how to spin its web. Spiderman stares dumbfounded at the sudden dramatic exit for a few moments before sighing softly, leaping off the edge of the balcony in similar style, and casting his web out before he splats onto the unforgiving asphalt to hurl himself after the Symbiote, making good time but not quite able to catch up to the self-propelled wings.

_What the hell happened? What's going on?_ Spiderman wonders, chasing after the Symbiote.

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_Filthy, maggoty newborn…thinks he can stand up to US!? _Carnage rages as he lopes on all fours through the alleyways, snarling in anger. His head still _HURT_ from being tackled 15 stories down head-first into a rooftop by Retribution, and his mood was made none the better for it. He'd spent a good five minutes while running picking jagged chunks of asphalt out of the back of his head. He wasn't entirely sure he'd gotten all of them either, for that matter, and the claw-swipes from that damnable Newborn were only now closing up.

_We interrupted the birth! It should be dead! Ooooh, when we find you, brother, we will extract the price for our defeat from your flesh, ahhahahahaha!_ His fanged mouth split into his typical cackle, delicious images of rending Venom's hide from his body only to let it ooze back into place to tear it again flashing in his insanely warped minds eye. Oooh, yes, he had many debts to settle with the deep-blue Symbiote, so many plans foiled, so many chances to kill that damn spider foiled…now his own spawn, Virus, would help him accomplish his plans, among the first of which was the head of Venom on a platter. A sound in a nearby alleyway catches his attention and he skids to a halt, his eyes widening.

"Oh, joy! A new victim! Hold still, honey, this will hurt quite a bit!" Carnage cackles, getting back up to speed quickly as an arm slides into the shape of a battleaxe, bearing down on an 18-year-old young girl, who stood rooted to the spot, dropping the grocery bag she was holding. Suddenly, for her, the world went white…

* * *

**I race down the alleyway. Despite being only less then 2 days old, I fly with the grace eagles wish they had. The 'fingers' of my wings twitch and angle as I dip this way and that, down the alleyway in pursuit of my target, adjusting to the different levels of thermal updrafts and the sudden absences of them as I pass into alleyways from alleyways forever in darkness to alleyways forever in sunlight and back again. Spiderman shouts something at me as he slings along behind me, gradually falling behind, but I cannot slow down- I cannot let my uncle escape, my genetic memory tells me of the devastation he has wrought, I cannot let him continue. I must make amends for what he has done; I must show the world I am not the same as he is. I must prove it to the inhabitants of this city, as much as to myself. Born of the same flesh, but not the same…**

**As I fly, my thoughts begin to drift back over the events of the past day or so. Spiderman is, thus far, my only confidante- in fact; he is the only person I've conversed with in my short life. He seems…honorable, if a bit of a wiseass at times. My genetic memory tells me both my predecessors have often gone after him, my father especially after his betrothed, Mary Jane. I will protect her. I should like to meet her, but I do not know if 'MJ', as Spiderman calls her, will be so willing to meet me when my predecessors have made her life and his so much of a living hell.**

**My thoughts are interrupted as I hear Carnage cackle. He has found a target of his own, and I clip my wings and dive, I refuse to let him claim another victim! The female he has found looks to be eighteen, she has dropped a grocery bag, an apple rolls out of it as she lets out an eldritch scream. There is no one nearby but us to hear her- her scream is in vain. My uncle reaches her first, and she closes her eyes tightly as his arm raises, the battleaxe rising high. _No!_**

* * *

"Why am I taking this alleyway again?" Rachael Flitworth muttered to herself, clutching the bag of groceries tighter to her chest.

"Why do I always take this shortcut? I could be mugged, beaten, raped; any number of things, yet I always take this freaking alleyway and yet nothing ever happens. I know Spiderman would probably protect me but what if he can't get here in time, he can't be everywhere at once..." Shifting the grocery bag to one arm her hand came up, flicking a few strands of her long, black hair behind her ear, her Asian complexion dimmed by the shadows and making her green eyes stand out all the more, glittering like emeralds as they darted from shadow to shadow. An imagination is a terrible thing to bring along, and she was finding this out now as it spun rapidly within her mind, conjuring up images of thugs around every corner, knives or gun-barrels glinting in what little light there was.

"Dammit, I can't turn back now...I'm already more then halfway there, I might as well contin-" Her thought was cut short, stopping in the center of an intersection of the alleyways as her hearing caught the sound of something moving quite quickly, on all fours. Immediately her heart leapt into overdrive, pounding within her chest as panic-enhanced eyes scoured the shadows once again. Naked terror kicked her brain into higher gear, synapses firing wildly like a western shootout with machine-guns, racing through a catalogue of possibilities ranging from an oversized housecat to a crazed asylum inmate. What the reality turned out to be tore a scream from her lips, the grocery bag dropping from her hand with a heavy thump, an apple rolling away out of the bag like a head rolling away from the beheading block. A red-clawed hand snatched her up and lifted her bodily by the throat, as the figure cackled, exposing razor-edged teeth to the rising sunlight of the dawn, slowly dissipating the shadows of the alleyway.

"Oh, joy! A new victim! Hold still, honey, this will hurt quite a bit!" The red figure says, leaning his head close to hers- she could see her reflection in the cruel eyes of the Symbiote- and as its arm raised her eyes screwed tightly shut- her panic-driven mind saying a thousand sorries to the world for all the things she would never get to do, for her parents because they wouldn't get to see her again, to her little brother who was waiting for her by the window, watching for her to be coming home any second- and waited for the blow to fall.

It never did.

The close to crushing pressure around her throat fell away as she both heard and felt something barrel into the red Symbiote, tearing him away and continuing on in its path, slamming him into a wall. A white, claw-tipped arm raises and slashes down in a blur, digging deep furrows along the red one's body, prompting a cry of pain from it as it struggles, being borne back against the wall by the sheer strength of the white winged one. The taloned toes of the white one dig into the asphalt ground as it applies more of its considerable strength, feral snarls ringing the air. All Rachael could do was stare at the two as she backed away, bumping into the brick behind her and sliding down to a sitting position. Her brain screamed at her to run- her legs screamed back through her fear-addled spine that such a maneuver was not possible.

_"Go! __Now!__" _A voice screamed within her head, the winged figure glancing back to her. This moments distraction was all the red one needed- its arms came together in a wall, shoving outward and knocking the other off of it, and continuing to press forward, slamming it into the wall nearby. Before the red would be able to do anything else, Spiderman quite literally drops from the sky, dropping onto the red's head and bearing it to the ground, the wall-arms melting back into normal flesh, as the concentration was lost.

"Bad Carnage, no donut! Are you alright, Retribution?" Spiderman calls to the white one after giving his usual quip to his temporarily downed foe. With a grunt and the tossing away of a brick, Retribution gets to his feet, shaking himself free of mortar dust. He blinks, slowly turning as if just now realizing the existence of their terrified witness, watching her for a few moments with his rounded triangle eyes. Carnage threw Spiderman off and leaped at him, but this was in the background as Retribution slowly padded towards the terrified girl and offered his four-fingered hand, kneeling down somewhat so they were more level. Rachael stared at his hand for a few moments, before her eyes again flickered up to the strange figure before her.

_No mouth, just that slit...wings...what is going on? It...saved me..._ Her own hand came up and slowly pressed to the Symbiote's much larger one, Retribution pulling her with surprising gentleness to her feet. Words that were not her own thoughts echo in her head, and she blinks at them, her eyes flicking to the Symbiote that pulled her upward.

_"Are you hurt?"_ Again the voice in her head spoke, and now she saw it came from the winged Symbiote, folding his wings carefully and still gently grasping her hand. Words momentarily abandoned her- the world of men was woefully lacking of chivalrous men who protected the lady before protecting themselves, and yet...this alien life form could do what millions of men couldn't.

"N-No...I'm fine..." She answered softly, finding her gaze locked with that of the unreflecting black eyes. In the background, Carnage slashes at Spiderman's midsection with an arm-turned-longsword, the wallcrawler leaping back and shooting twin streams of web to wrap around the Symbiote's arm, swinging him up and around to bury him into a dumpster, garbage flying high into the air before spattering back down into the dumpster. Spiderman glanced over to the newly born Symbiote, cupping his hands over his mouth through his mask.

"RETRIBUTION! I could use a little help here!" With that Retribution blinks, the Symbiote flesh beneath his eyes seeming to turn a slight color of pink, and his large hand slowly, reluctantly releases Rachael's.

_"Remain here. You will be safe."_ He promises her, before turning and spreading his wings, momentarily outlined against the dawn in Rachael's view, before launching himself forward, rebounding against the wall and into the dumpster, the sounds of combat soon filling the alleyway once more. The sides of the dumpster buckle outward under the combatants' blows, the dents vaguely bearing the shapes of their weapons- Fists and claws from Retribution, various weapons from Carnage. The ancient dumpster groans eerily under the massive strains put on it, creaking and the ancient metal visibly coming apart. At last a red blur is thrown from the dumpster, tumbling end over end and giving a shout as it rams into the brick. Carnage growls as he digs himself out of the hole, hissing at the pair of Spiderman and Retribution, before hauling himself up and onto a rooftop, fleeing the battle. Retribution hauls himself out of the dumpster and shook off the trash, picking off an old, browning banana peel and giving it a look of mildly interested disgust before tossing it over his wing back into the abused container.

Rachael stares at the Symbiote as he pads back to her, bowing its head to her again and kneeling down slowly onto one knee so again they were of equal height, unreflecting eyes staring to her once more.

_"I apologize. Would you rather an escort to your home?" _Retribution offers, still knelt before her as the rising sun slowly brought life back to the city. Surely soon those who had been awoken by the conflict happening not that far beneath their balconies would be coming down to check, and words would be exchanged, and it would be a general milling of sheep, as people are wont to do when things have transpired without their consciousness.

Her hand gripped his, slowly, and he took her home with no fuss. Not even a single word was exchanged; all she could do was stare at her rescuer as they flew through the air, the breeze rustling gently between the 'fingers' of his wings as they adjusted minutely to the wind currents. Nothing came out when she tried to speak- what was there to say? He kindly asked her where she lived and set her down at the small apartment complex she pointed to, near the edge of the city.

Apparently, he couldn't say anything either, only watched her as she said a quick goodbye, and she closed the door. As he spread his wings and flew away, she fell against the door and slowly slid down it, and sighed.

"Stupid girl…how could you even think that?" and she sat there for a little while longer.

What was this feeling Retribution had…he couldn't place it. He continued pondering, but he suddenly felt a resolve to not let anything happen to Rachael.

_Hmm…I'll have to ask Spider-Man if I see him again._

Retribution flew back to the only other place he's been before, Doc Connor's lab.

The sun was setting as soon as he flew in through the hole that the Doc hadn't managed to fix yet. The Doc, Retribution noticed, or rather felt, was sleeping on a sofa he had brought from his apartment. How Retribution knew that was beyond his comprehension, and he thought nothing more of it as he sat against the wall to Connor's feet.

With a soft sigh, his wings overlapped his body, and he fell asleep, a dreamless sleep, the blankness occasionally disturbed by images of Rachael.


	4. Chapter 3: Endless Rain

_The ever-awesome FlashRyan wrote this chapter. Chapter 4: Split Sanity is on the way! Keep reviewin' and we'll keep our fingers slave to your desires!_

_This one's more action-oriented; we felt we had not accomplished our Ass-Kickery quota for the story thus far. As always Leave reviews for us. Constructive criticism only please! And make sure you tell your friends 'bout us! Enjoy! _

Chapter Three:

Endless Rain

Retribution's long slumber was denied; he awoke with a start, gleaming eyes darting around the lab, then out the still-shattered windows; it was dark out, with a thunderstorm beginning to brew. Strangely enough, the good Doctor was gone. Retribution gave no thought to it for the moment, though; how was he to know the doc's habits?

Venom suddenly fell through the outside, swinging from a web, and kept his momentum as he landed, skidding violently against the marble, ripping it up and taking out one of the surviving computer bank's. Doc Connors was going to have a coronary...

"_Father? What are you-"_ Retribution demanded as he jumped up, taking a defensive stance. His wings were folded tight behind him, claws crossed in front of him and the fingers slightly bent.

"Calm yourself, you're not the one we want dead. Those two ganged up on us." Venom said, breathing heavily.

"_I could help…"_ Retribution said, like a son wanting to help a father. It perplexed himself a bit, sure- he had only bad memories from Venom- but family was family.

"No…it's not your battle." Venom snapped back. Retribution said nothing, and only stared at Venom- then past him, his wings rising slightly and his defensive stance growing more pronounced. Venom glanced over his shoulder and let out a snarl.

"Aww…just like a father and a son wanting to be buried together, eh pops?" Virus chimed in, leaning against the edge of the hole. Carnage was silent for the moment, grinning and already prepping his arms into his axes.

Before either of the two could react, Carnage and Virus grabbed Venom and Retribution and flung them out into the night. The two were flew out into the night sky, rain pelting them as they went- the one a bit more gracefully then the other as his wings snapped out and caught himself. Retribution managed to get a hold of Venom and get him to grab onto his arm, grunting with the effort of carrying the heavy Symbiote, and set him down nearby, rotating his arm with a glance skyward. The two readied themselves as Carnage and Virus jumped down, about twenty feet away.

This was what it came down to…Retribution wanted to end Carnage and Virus's lives just as much as Venom, though for different reasons; Venom was out for revenge, and Retribution wanted to save the lives of innocents, to prevent any more victims from having to suffer. The rain came down hard, running in thin rivulets off of various colors of flesh; none of the Symbiotes blinking, none of them moving, always waiting for the others to make a move…

"This is where we break you, cousin…" Virus barked at Retribution, his rows of razor teeth glinting in the light of distant lightning as he grinned maliciously. Retribution said nothing, only stretching his arms and cracking his neck, the dull _crk_ noises muffled by the pouring rain. Venom stared at Carnage, violence bright in his eyes, intent on making Carnage suffer with his own two hands, which bunched into fists at the thought of wrapping themselves around the red Symbiote's throat and squeezing.

Venom looked at Retribution, and Retribution to Venom. On a silent signal they nodded as one, a second of silence; the calm before the storm.

The two charged Carnage and Virus, taking their respective counterparts, Venom tackling carnage and Retribution slashing down at Virus. Retribution grabbed Virus by the head, claws digging into flesh to anchor his grip as he lifted, wings flapping powerfully and swirling the mud a bit. Virus grabbed the white Symbiote's arms as he felt himself getting lifted into the air, trying in vain to free himself, as he was taken into another element entire.

* * *

Venom's hands thinned and elongated into twin spearheads, Carnage's own melting into the all-too-familiar twin battleaxes, criss-crossing them to block Venom's downward thrust. The tips of the spearheads bent at right angles, insinuating themselves between the guard of Carnage, and as his block was being pried open Carnage jumped back, stretching an axe forward in the same movement, attempting to impale Venom, but Venom's hands reformed and grabbed hold, pulling Carnage close and one-two punching Carnage square in the face, launching him into the wall. A nice dent in the brick wall formed as debris and loose brick fell around the two combatants.

* * *

Retribution ripped Virus's claws from his arm, giving a slight wince as the imbedded claws tore gashes in his forearm, and let Virus fall into a warehouse straight through the roof and onto some wooden boxes, sending shards of wood and newly-freed nails flying. Retribution clipped his wings and lowered himself, hovering with slow broad flaps of his wings as he shook his head to clear it of the rainwater, which was pouring in through the new skylight.

Virus leaps from the shadows behind Retribution, and slices at Retribution's wings, digging deep gouges into them and tearing the 'fingers'. Retribution fell to the ground with a cry of pain, hitting the ground heavily in a crouch, but watched as the Symbiote wings repaired themselves. Retribution mouthless face twitched slightly in what might have been a moment's smirk, and charged at Virus, grabbing a piece of column broken off from Virus's fall, and thrusting it into Virus's stomach. Virus's mouth fell open, a look of pure terror decorating his grotesque features. Retribution glanced up at him, head tilting a bit in confusion, as the green Symbiote's head slowly turned to that of the white one.

"Just kidding…" Virus laughed as he backhanded Retribution, sending the larger Symbiote reeling as his other hand slid downward and took the piece of column snapping it in two like a green twig. He stood defiant as Retribution towered over him, straightening, up, rising and unfolding like the wrath of Gods, wings seeming to grow as Retribution steadied himself.

* * *

Back outside, the rain didn't seem to be bothering the red and blue combatants. The two grappled, claws interlocked and muscles bulging in this contest of strength as they snarled at one another, each hoping the other would back down. Venom managed to push back Carnage and sweep his leg around to trip him in one quick swoop, Venom's arm becoming a single, solid point, and thrust it into Carnage's face just as Carnage jumped back up. The solid point reformed into powerful fingers that interlocked around the red Symbiote's neck, pulling him up to Venom's face and examining the unmoving form before throwing the 'corpse' to the ground. Mud splashed up around it from the impact, spattering the red with droplets of brown.

"Get up…we know you're not dead, brother." Venom snapped at the corpse. A laugh shook the slim frame, Carnage's head snapping up, his face a dripping ruin.

"Nothing can get past you, hehe…" Carnage jumped up, his face reforming, and the two charged at each other again.

* * *

Retribution's situation wasn't looking great. He was being thrown from side to side like a rag doll, and it seemed that every second that passed, Virus was growing stronger and stronger. He was getting his own hits in, but Virus had been tutored in the arts of fighting dirty by Carnage, and Retribution had only had himself to figure things out with.

"Feeling weaker, cousin? You should be…" Virus cackles evilly, and with a quick sucker-punch sent Retribution hurtling backward, rebounding off of the wall to the floor. Retribution skidded on his back, his wings hurting from the ground they were digging deep furrows into, and Virus jumped high into the air. Retribution didn't have the strength to move, and Virus landed smack dab on Retribution's chest, and crouched down, his face right in Retribution's, taloned feet dragging furrows into the new Symbiote's chest.

"See…let me explain something to you…little cousin, and yes, I'm going to call you that so you know who's the stronger of us two…" Retribution struggled beneath the other Symbiote's claws, trying to free himself. His strength was returning but too slow, too slow.

"I can send out little tiny bacterium, made from my flesh, and have it enter someone's body. They can sap your strength, eat your muscle fibers, rot you from the inside. You are my cousin, and I know there is evil in you, that's why I won't destroy you…but you know I now have power over you…" Retribution growled and his wings bunched, forcing his shoulder up and bringing his claws up and around, throwing the green Symbiote across the room. Virus simply grinned at this, landing on his feet and dropping into his customary crouch. Retribution jumped up- and promptly fell to one knee, looking at his "cousin" as his chest heaved, the breath-holes on either side of his 'mouth' flaring as he gasped for breath.

"_No…"_ Retribution 'said', forcing himself up to his feet and resuming a stance.

Virus sighed.

"Well, then, I guess I'll have to prove it."

Retribution winced as a pain began to grow within his fingertips, and a glance downward showed that the white Symbiote flesh had begun to erode into the sickly green that Virus so proudly sported. Next his hand, then his wrist, soon his whole forearm, slowly working its way northward along his limb, and even as he watched the flesh decayed and rotted away, bits of flesh dropping away and dissolving into nothingness. Retribution fell one knee again, clutching his hand with a heavy, pained snarl. For a second time he forced himself to his feet, glaring at his 'cousin' and then turning his gaze to the arm. His healthy hand went from the sickly one to the limit of the infection at the forearm, digging in wit his claws and twisting, turning, yanking. Flesh tore with wet sounds as with a snarl he tore the rotting limb away, throwing it to the ground. As it hit the ground it crumbled into a green dust, soon becoming green mud from the rain.

"Nice try…but there's still the rest in your body." Virus called his bacteria back to himself, as Retribution convulsed on the ground. Virus knew he'd beaten Retribution- at least, for the moment- and thus left to let Retribution suffer.

* * *

Venom and Carnage's legs were criss-crossed, and the two would not budge from the spots their feet dug into the ground. Venom and Carnage viciously fought, trading blow for blow- a blow to the face, a strike to the mid-section, everywhere one would throw a punch, the other would reply with one of equal viciousness. Neither of them backed down, letting the blows decide who would fall. But, after two birthings, and no real time to recover his true strength, Venom was the one to falter. Carnage pushed Venom's hands out of the way and began to pummel Venom's stomach, claws rending deep gouges into the blue flesh. After about twenty blows or so, Venom fell, bleeding and twitching, temporarily helpless as Carnage pressed a foot down against Venom's chest.

"You always were the weaker of us, brother." Carnage laughed to himself, breathing heavily.

A sound behind Carnage made him tilt his head; a metallic _clk._ He only had time enough to turn his head to the side before twin spearheads were forced through his chest from behind, the sickly green weapons glinting wetly in the distant lightning flashes. Virus's head leaned in close to where Carnage's ears would be, teeth glinting maliciously as he cackled.

"And you were always the weaker father." Virus chimed, his frame beginning to blur, though the restraining spears within Carnage's chest remained solid.

"Why…you…" It was all Carnage could get out before Virus's body began shaping and forming apart, splitting itself and beginning to cover Carnage's body. He was absorbing him. Virus was absorbing his father. Venom's thoughts flashed quickly to the possibility of Retribution attempting the same, his shoulders bunching and a snarl escaping his fangs, before he was brought back into reality by the clatter of bones dropping to the ground, stained from white to green by Virus's microbes. Carnage's host was as dead as Carnage himself; picked clean of flesh and muscle, blood and sinew. Cletus Kasady was no more.

Retribution barreled out of the darkness, a shoulder down to slam into Virus and send him towards the wall. His arm was still trying to reform; it was going much slower then it should, but he had apparently successfully fought off the invading microbes. Retribution was, to put it bluntly, quite pissed; his wings flexed slowly behind him as his remaining claw tightened into a fist, the talons of his feet digging deep furrows into the ground as they shifted into a fighting position. His left foot stepped on the femur of the late Cletus, the hollow snapping of the bone dulled by the rain- Virus had even sucked out the bone marrow.

"Now with Father out of the way, I'll be stronger than ever! But I will make you a deal brothers. I'll give you one week to prepare yourselves, to be at your peak; then I shall destroy you both all by myself. After all," Virus chuckled, his mouth opening impossibly wide, row after row of fangs glinting, "what fun would there be in tearing your heads of here and now, when you're already weakened?" Before they could answer, Virus leaped up and disappeared into the pouring rain and the darkness, the sound of his cackling fading into the distance.

* * *

_I hate leaving those two alive, but I'm too weak already from my battle with Retribution. Hahahahaha...they won't be the only ones at their peak when we again meet..._ Virus grinned to himself as he leapt from rooftop to rooftop, his frame slowly changing, reshaping itself bit by bit as his body incorporated Carnage's power into itself. A distant thud behind him on a rooftop made him pause, glancing back and staring into the darkness, as well as a scent wafting its way up to him, somehow defeating the driving rain to reach him.

"They can't already be trying to follow me…could they?" Virus mused aloud, glancing about again. After a few moments, he discerned the scent was coming from down below…from a woman running from the rain down the sidewalk.

"It's that woman from before…" Virus said to himself. His eyes widened at this new development, his ever-present grin turning up the maliciousness by a factor of ten.

* * *

Rachael ran down the sidewalk, soaked to the bone, her jacket not nearly large enough as she tried to tug it more about her frame. Turning down an alleyway as a shortcut she encountered two men, almost bumping into the larger of the pair as the second hauled himself off of a trashcan he'd been sitting on.

"Excuse me miss, you seem to be lost, may we help you find your way?" one man said, chuckling to the other, despite their words their smirks held quite another story about the pair. The two were classic thugs, wearing nothing but leather and spiky things. One had shades on, they other a shaved head. After she said nothing for a few moments the smirk of the larger one faded and his hand went into his vest pocket, removing a small switchblade and flicking it out as the second shouted at her to give them her purse.

Virus watched with interest, resting his chin in his palm and taping his clawtips against his chin before he dropped down, a flash of green grabbing the two from behind and hauling them into the shadows. A slice, gurgling, the sickly sucking of dying lungs trying to draw air through a hole filling with blood. Rachael jumped back as two headless bodies came out of the shadows and fell to the ground.

She moved closer slowly to the shadows.

"Retribution?" she asked softly.

She screamed as Virus popped his head out of the shadows, slowly stepping into the light of the streetlamps that sporadically illuminated the alleyway. Blood dripped from his clawtips and from his fangs, the shades from the second punk currently resting over the Symbiote's eyes in a display that would have been comical if it weren't for the blood.

"Why yes ma'am, I think that's EXACTLY what this is." Virus snorted, the shades glinting as rainwater ran off of them and down along his fangs.

* * *

Again the rains muffling abilities failed; Retribution's head snapped around as the familiar scream found its way to him. For an instant his white eyes flared red and his wings snapped out, hurling himself into the air, driving him forward. Heedless of the damage he caused to the sides of buildings that he clawed his way around he forced his way forward, a growl rumbling deep within his chest. Venom was hard-pressed to keep up, soon falling behind; the blue Symbiote had the general direction to go in, though; he would catch up...

* * *

Virus had Rachael held by the throat, pressing her against the wall. His fangs glinted as he grinned, his head nearing hers, nearer, nearer, almost until their faces touched as he snarled at her. His claws dug a bit into her neck, drawing tiny pinpricks of blood as she struggled weakly against his grip.

"And now...I have my revenge." He snarls, for an instant his face morphing into that of Carnage before it resumed its normal grotesqueness. In absorbing his father he had absorbed his memories; and oh, he would enjoy rending this pretty thing...

He must have blinked, though; One second he was looking the human girl eye to eye, and the next instant he was getting an advanced course in Brick Wall Study 101, and the wall was quite eager to meet him.

Retribution snarled ferally, a line splitting down slowly from the slit-mouth between the breathing holes and then splitting open just so slightly as he growled. Rows of teeth were temporarily exposed as his lower face 'opened' for a few moments. His claws dug into Virus's head, imbedding themselves deep into Symbiote flesh as he slammed the green Symbiote's head again and again and again into the wall with as much power as he could muster. Bricks cracked and mortar crumbled, raining down on the pair, but Retribution didn't care; Virus had threatened Rachael. He had to suffer. Again, again, again, and at last the wall crumbled inward, taking Virus with it and yanking the bleeding being from Retribution's claws. He didn't seem to care; he had other things on his mind, now. In three long strides he was by Rachael's side, kneeling and picking her up, cradled in his arms- his missing arm had, by this point, regenerated- and looked her over, inspecting her carefully.

_"Are you hurt?" _He asks, his eyes darting over her frame as he checked for wounds, anything to give him an excuse to rip Virus apart more than he wanted to right now. But he was too focused on her right now.

Which would've been his undoing, had Venom not intervened and pummeled Virus back into the ground.

Virus hissed at Venom and brought his arm up and around, a swarm of microbes smashing into Venom's eyes. Venom already had a good idea of where Virus was, and brought his arm down and around, slamming his fist into the younger Symbiote's chest and driving him deeper into the rubble of the brick.

* * *

As the battle raged between Venom and Virus, Retribution took it upon himself to escort Rachael back to her apartment…again.

_"Will you be alright?"_ Retribution asked.

"Well…I'm not sure…that's twice in almost two days now. I'd feel safer knowing you were here." She seemed to smile a bit as she looked at him.

Retribution wasn't one to speak too often; he simply nodded, and that was enough- she understood. He would stay, and watch over her.

"Umm…I don't know if you'd be comfortable sleeping on the couch, it's a fold out, though…" she said to him.

_"A...foldout?"_ His expression furrowed a little- the reaper-like mandible having closed again, so he was again 'mouthless' as he tried to understand what she had meant. He was only two days old, after all; he'd never even heard the word 'foldout' before, never mind seen one.

"It's a bed from a couch." Rachael explained, laughing a little as she saw his confused expression, and nodded her head towards her couch. Setting her down carefully and following her instructions, Retribution had the foldout, well, folded out soon, prodding it curiously with a clawtip before he sat down, the fold out seeming a little more comfortable than a lab floor.

_"Thank you." _He said. For an instant it seemed as if he wanted to say something more- but he tilted his head slightly away, letting the word-thoughts die away before they could be 'said'. Rachael said her goodnight, and walked across the hardwood floor to her own room, which was connected straight to the living room. She closed the door most of the way, though the angle of the floor and the breeze from the A/C conspired to force the door quietly halfway open. Her light was still on, spilling out into the living room. His curiosity was great, he couldn't help himself; he glanced inside, leaning forward a bit so that the foldout wouldn't creak. His talons were carefully raised off of the floor so that he wouldn't dig gouges into the hardwood, rather sensing that would err on the side of rude.

Her back was to him, unaware of his gaze, some water dripping off of her soaked frame as she took off her top; Retribution noticed a pink thing surrounding her torso, similarly soaked. Something told him to avert his eyes as her hands went behind her back and he turned his head back to the wall in front of him, listening to the sounds coming from her bedroom. Soon the light went out in her room. Retribution reveled in the silence that followed; it was calming in a way. Back at the lab there was the perpetual humming of the machines. That had its own calming rhythm to it, yes, but not so much as pure silence. A silence he had not known since before his birthing. He found, though, he could not sleep; soon he got up, padding to the window and gazed out over the city, watching the rain at last slow from a torrent to a gentle drizzle.

About thirty minutes into his vigil a low whimper came from Rachael's room. His head snapping about, Retribution made his way quickly into her room; his eyes adjusted quickly, the dark brightening to be as clear as the daylight for him. Rachael was tossing and turning on the bed, the covers pulled up to her shoulders as she shivered and whimpered in her slumber. Retribution moved closer, slowly; rather uncertain of what, if anything, he should do. When she awoke in a cold sweat Retribution was kneeling next to the bed, his wings folded carefully behind him and his forearms resting on his knees.

"Retribution! What are you doing?" she managed, breathing heavily.

_"I heard you whimpering. Are you alright?"_

"It was just a nightmare, probably from the cold from the rain."

Retribution's reflecting eyes watched her for a few moments, his head tilting to the side. Again, there was that sense of he wished to say something; and again, nothing was said. He simply nodded, slowly standing and padding towards the door.

"W-wait!"

At her words he stopped, one foot partially within the doorway as he turned. He had to angle one of his wings a little, and had to kneel down to fit within the doorway, but he managed it, turning his gaze back to the human girl on the bed. Rachael had sat up, her nightgown sticking to her with sweat and the sheets bunched about her waist as she sat up, gripping at them about her knees as she spoke. Her voice was tinged with nervousness and hope both, her own glittering eyes looking to Retribution's.

"C-Can you please stay with me? You, kinda...soothe me. And you're warm..." her words faltered, dying in her throat as she watched him. For a timeless time they simply watched one another, the only sound coming from the soft patter of rain against the window. At last, Retribution nodded and slowly padded toward the bed again. The bed creaked softly under his weight, but it held; with a bit of work he was under the sheets and Rachael was again cradled in the large Symbiote's arms, her head resting against his chest that was devoid of any marking. Strange, Rachael thought to herself; Those same arms that demonstrated such immense power in her defense were at the same time capable of such timid gentleness, such...humanness. Her smaller hands pressed against his chest as she shifted to get more comfortable, one of Retribution's four-fingered hands coming up to intertwine his fingers softly with her hair. Gentle breathing mixed with the soft patter of the outside rain.

The bed creaked softly.


End file.
